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                                                              Exhibit 10.26(e)

                  SECOND AMENDMENT TO AMENDED AND RESTATED MASTER
                          REPURCHASE AGREEMENT GOVERNING
                       PURCHASES AND SALES OF MORTGAGE LOANS

       This Second Amendment to Amended and Restated Master Repurchase
Agreement Governing Purchases and Sales of Mortgage Loans dated as of
February 10, 1999 (this "SECOND AMENDMENT"), dated as of November 1, 1999, is
made by and between LEHMAN COMMERCIAL PAPER INC. ("BUYER") and AAMES CAPITAL
CORPORATION ("SELLER" and, together with the Buyer, the "Parties").

                                 R E C I T A L S :

       WHEREAS, the Seller and the Buyer are parties to an Amended and
Restated Master Repurchase Agreement Governing Purchases and Sales of
Mortgage Loans, dated as of February 10, 1999 (as amended, the "AGREEMENT"),
pursuant to which Buyer has agreed, subject to the terms and conditions set
forth in the Agreement, to purchase certain mortgage loans owned by the
Seller, including, without limitation, all rights of Seller to service and
administer such mortgage loans.  Terms used but not defined herein shall have
the respective meanings ascribed to such terms in the Agreement, as amended
hereby.

       WHEREAS, effective as of May 1, 1999, the Parties amended the
Agreement by the Amendment to Amended and Restated Master Repurchase
Agreement Governing Purchases and Sales of Mortgage Loans, dated as of June
30, 1999.

       WHEREAS, the Parties wish to further amend the Agreement to modify
certain of the terms and conditions governing the purchase and sale of the
mortgage loans.

       NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows, effective as of the date hereof:

       SECTION 1. AMENDMENTS.

       1.1   The following definition of "A- MI LOAN" is added to Section 2
of the Agreement immediately following the definition of "AGREEMENT" and
immediately preceding the definition of "BALLOON MORTGAGE LOAN":

                "A- MI LOAN" shall mean a Mortgage Loan described in Exhibit
VI hereto."

            1.2 The definition of "COLLATERAL INFORMATION" in Section 2 of
the Agreement is deleted in its entirety and replaced with the following:

                         "COLLATERAL INFORMATION" means the following
            information with respect to each Mortgage Loan: (i) Seller's loan
            number, (ii) the Mortgagor's name, (iii) the address of the
            Mortgaged Property, (iv) the current interest rate, (v) the
            original balance, (vi) current

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            balance as of the first day of the current month, (vii) the paid
            to date and the next payment date, (viii) the appraised value of
            the Mortgaged Property at the time the Mortgage Loan was
            originated, (ix) whether the interest rate is fixed or adjustable
            (and if adjustable, the ARM code, which includes the index,
            adjustment frequency, spread and caps), (x) the lien position of
            the Mortgage Loan on the Mortgaged Property (and if a second
            lien, the outstanding principal balance of the first lien at the
            time the Mortgage Loan was originated), (xi) the occupancy status
            of the Mortgaged Property (including whether owner occupied),
            (xii) whether the Mortgage Loan is a Balloon Loan, (xiii) the
            first payment date, (xiv) the maturity date, (xv) the principal
            and interest payment, (xvi) the property type of the Mortgaged
            Property, (xvii) the Mortgagor's Credit Score (where available in
            the Mortgage File), (xviii) the Mortgage Loan grade and FICO
            score (where available in the Mortgage File), (xix) the
            delinquency status, (xx) whether the Mortgage Loan is an A-MI
            Loan, and (xxi) if the Mortgage Loan is an A-MI Loan, the
            identity of the mortgage insurance company insuring such A-MI
            Loan and the percentage of insurance coverage so provided."

            1.3 The following paragraph (aaa) is added immediately following
paragraph (zz) in Exhibit V to the Agreement:

                         "(aaa) A- MI LOAN CONCENTRATION.  If the Mortgage
            Loan is an A-Loan, it, together with the other Purchased Mortgage
            Loans which are A-MI Loans subject to the Transactions,
            constitutes the lesser of (i) 20% of the aggregate outstanding
            Repurchase Price of all Purchased Mortgage Loans subject to the
            Transactions or (ii) $65,000,000."

            1.4 Exhibit A attached hereto is added to the Agreement as
Exhibit VI thereto.

            SECTION 2. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
                       PARTIES.

            2.1 Except as expressly amended by Section 1 hereof, the Agreement
remains unaltered and in full force and effect.  Each Party hereby reaffirms
all terms and covenants made in the Agreement as amended hereby.

            2.2 Each of the Parties hereby represents and warrants to the
other parties that (a) this Second Amendment constitutes the legal, valid and
binding obligation of such Party, enforceable against such Party in
accordance with its terms, and (b) the execution and delivery by such Party
of this Second Amendment has been duly authorized by all requisite corporate
action on the part of such Party and will not violate any provision of the
organizational documents of such Party.

            SECTION 3. EXPENSES

            Seller shall pay all out-of-pocket costs and expenses (including
legal fees and disbursements) reasonably incurred by Buyer in connection with
the preparation and execution of this Second Amendment.

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            SECTION 4. EFFECT UPON THE AGREEMENT.

            4.1 Except as specifically set forth herein, the Agreement shall
remain in full force and effect and is hereby ratified and confirmed.  All
references to the "Agreement" in the Amended and Restated Master Repurchase
Agreement Governing Purchases and Sales of Mortgage Loans shall mean and
refer to the Amended and Restated Master Repurchase Agreement Governing
Purchases and Sales of Mortgage Loans as modified and amended hereby.

            4.2 The execution, delivery and effectiveness of this Second
Amendment shall not operate as a waiver of any right, power or remedy of any
Party under the Agreement, or any other document, instrument or agreement
executed and/or delivered in connection therewith.

            SECTION 5. GOVERNING LAW.

            THIS SECOND AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.

            SECTION 6. COUNTERPARTS.

            This Second Amendment may be executed in any number of
counterparts, and all such counterparts shall together constitute the same
agreement.

                              [SIGNATURE PAGE FOLLOWS]


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            IN WITNESS WHEREOF, the Parties hereto have caused this Second
Amendment to be executed as of the day and year first above written.

            SELLER:

            AAMES CAPITAL CORPORATION, as Seller

            By:    /s/ David A. Sklar
               --------------------------------------
               Name:  David A. Sklar
               Title: Executive Vice President

            BUYER:

            LEHMAN COMMERCIAL PAPER INC., as Buyer

            By:    /s/ Francis X. Gilhool
               --------------------------------------
               Name:  Francis X. Gilhool
               Title: Authorized Signatory


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                                     Exhibit A


            A- MI Loan means a Mortgage Loan with an LTV of 97% or less, with
mortgage insurance coverage which reduces the exposure to the equivalent of
an LTV of 67%.



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